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                                                    EXHIBIT 3.1
 
               RESTATED ARTICLES OF INCORPORATION
                      (Without Amendment)
                               OF
                      ENSERCH CORPORATION
 
     1.  ENSERCH CORPORATION, pursuant to the provisions of Article 4.07
 of the Texas Business Corporation Act, hereby adopts Restated Articles of
 Incorporation which accurately copy the Articles of Incorporation and all
 Amendments thereto that are in effect to date and such Restated Articles of
 Incorporation contain no change in any provision thereof. 
 
     2. The Restated Articles of Incorporation were adopted by the Board
 of Directors of the Corporation on the 12th day of May, 1987. 
 
     3. The Articles of Incorporation and all Amendments and Supplements
 thereto are hereby superseded by the following Restated Articles of
 Incorporation which accurately copy the entire text thereof: 
 
                          ARTICLE ONE
 
     The name of the corporation is ENSERCH CORPORATION. 
 
                          ARTICLE TWO
 
     The purposes for which the corporation is organized are: 
 
          (1)  To store, transport, buy and sell oil, gas, salt, brine
      and other mineral solutions and liquefied minerals; also sand and
      clay for the manufacture and sale of clay products; except that the
      corporation shall not engage directly in the oil pipeline business
      within the State of Texas; 
 
          (2)  To engage in all phases of the gas public utility
      business, including but not limited to the purchase and sale,
      transportation and distribution of natural gas, butanes, propanes and
      the various component parts and constituents thereof; 
 
          (3)  To explore for, produce, purchase and sell, store, process
      and manufacture, transport and distribute oil, gas and all other
      minerals except that the corporation shall not engage directly in the
      oil pipeline business within the State of Texas; 
 
          (4)  To engage in all phases of the business of developing,
      producing, purchasing, storing, transporting, distributing and
      selling all forms of energy, including but not limited to gas,
      electric and atomic energy; 
 
          (5)  To engage in all phases of the chemical business,
      including but not limited to the purchase and sale, production,
      manufacture, transportation and distribution of all kinds of
      chemicals and the raw materials from which they are derived; 
 
          (6)  To manufacture, produce, purchase or otherwise acquire,
      sell or dispose of, distribute, mortgage, pledge, lease, repair,
      install, operate, deal in and with, whether as principal or agent,
      products, goods, appliances, wares, merchandise, fixtures, plants,
      structures, machinery, and materials of every kind and description,
      and to lend money for the carrying out of such purposes and to take
      and hold real and personal property for the payment of such funds so
      loaned;
 
          (7)  To operate a gas, electric current and power corporation,
      which shall have power to generate, make and manufacture, transport
      and sell gas, electric current and power to individuals, the public
      and municipalities for light, heat, power and other purposes, and to
      make reasonable charges therefor; to construct, maintain and operate
      power plants and substations and such machinery, apparatus, pipes,
      poles, wires, devices and arrangements as may he necessary to operate
      said lines at and between different points in this state; to own,
      hold and use such lands, rights-of-way, easements, franchises,
      buildings and structures as may be necessary for the purpose of such
      corporation; 
 
          (8)  To own all or any part of the stock of other corporations
      including but not limited to one or more corporations engaged in the
      oil and gas producing business and one or more corporations engaged
      in the oil pipeline business; 
 
          (9)  To engage in all phases of practical and scientific
      research; 
 
          (10) To do all and everything necessary, suitable, and proper
      for the accomplishment of any of the purposes or the attainment of
      any of the objects hereinabove set forth, either alone or in
      association with other corporations, firms or individuals, and to do
      every other act or acts, thing or things incidental or pertinent to
      or growing out of or connected with the aforesaid objects or purposes
      or any part or parts thereof, provided the same be not inconsistent
      with the laws under which this corporation is organized; 
 
          (11) In connection with the doing of all and everything or of
      anything necessary, suitable or proper for the accomplishment of any
      of the purposes or the attainment of any of the objects hereinabove
      set forth, to exercise all or any and to exercise each of the powers
      granted to corporations by the Texas Business Corporation Act or by
      any other statutes or laws of the State of Texas. 
 
                         ARTICLE THREE
 
     The places where the business of the corporation is to be transacted
 are: the City of Dallas in Dallas County, Texas, and elsewhere within or
 without the State of Texas in accordance with the laws of said State; and
 its principal place of business and domicile is to be in the city of
 Dallas, County of Dallas, State of Texas. The post office address of the
 Company's initial registered office is 300 South St. Paul Street, Dallas,
 Texas, and the name of the Company's registered agent at such address is
 Michael G. Fortado. 
 
                          ARTICLE FOUR
 
     The period of its duration is perpetual.
 
                          ARTICLE FIVE
 
     The number of Directors constituting the Board of Directors is nine,
 subject to being increased or decreased as the by-laws of the corporation
 may provide, but in no event shall there be less than three Directors; and
 the names and residences of the existing Directors of the Company who are
 to serve until the next regular Annual Meeting of the Stockholders or until
 their successors are elected and qualify are: 
 
 W. C. McCord                300 South St. Paul Street  Dallas, 
                                                  Texas
 
 William B. Boyd        40 West 40th Street           New York, New York
 
 B. A. Bridgewater, Jr. 8400 Maryland Avenue          St. Louis, Missouri
 
 T. C. Cochran, Jr.     40 Standish Boulevard         Pittsburgh, Pennsylvania
 
 Preston M. Geren, Jr.  619 Overton Park Bank         Fort Worth, Texas
                        4200 South Hulen  
 
 Edmond R. Haggar       6113 Lemmon Avenue            Dallas, Texas
 
 Edward J. Ledder       6342 Canterbury Lane          Mariner Sands,
                                                      Stuart, Florida 
 
 Lord Nelson            1 Stanhope Gate               London, England
 of Stafford
 
 W. Ray Wallace         2525 Stemmons Expressway      Dallas, Texas
 
                          ARTICLE SIX
 
     The total number of shares of all classes of stock which the Company
 shall have authority to issue is 104,000,000 of which 2,000,000 shares are
 of no par value and are of a class designated Preferred Stock, 2,000,000
 shares are of no par value and of a class designated Voting Preference
 Stock and 100,000,000 shares of which are of the par value of $4.45 per
 share and are of a class designated Common Stock. The preferences,
 limitations and relative rights of the Preferred Stock, Voting Preference
 Stock and the Common Stock shall be as follows: 
 
                           DIVISION A
 
                      THE PREFERRED STOCK
 
     1. The shares of Preferred Stock may be divided into and issued in
 series. Each such series shall be so designated as to distinguish the
 shares thereof from the shares of all other series and classes, and all
 shares of the Preferred Stock shall be identical, except as to the
 following relative rights and preferences, as to which there may be
 variations between different series: 
 
          a. The rate of dividend; 
 
          b. The price at and the terms and conditions on which shares
      may be redeemed; 
 
          c. The amount payable upon shares in the event of involuntary
      liquidation; 
 
          d. The amount payable upon shares in the event of voluntary
      liquidation; 
 
          e. Sinking fund provisions for the redemption or purchase of
      shares; 
 
          f. The terms and conditions on which shares may be converted,
      if the shares of any series are issued with the privilege of
      conversion; 
 
          g. Voting rights. 
 
     No change shall be made in any of the rights and preferences of any
 series of Preferred Stock at the time outstanding in those respects in
 which the shares thereof vary from the shares of other series of Preferred
 Stock at the time outstanding without the affirmative vote at a meeting of
 the holders of shares representing at least two-thirds of the votes
 entitled to be cast with respect to the shares of such series of Preferred
 Stock outstanding on the record date for such meeting in addition to such
 other vote, if any, as may be required for such change under the applicable
 provisions of these articles or of the laws of the State of Texas at the
 time applicable thereto. 
 
     2. To the extent that series of Preferred Stock have not been
 established and variations in the relative rights and preferences as
 between series have not been fixed and determined in these articles,
 authority is vested in the Board of Directors of the Company, by resolution
 or resolutions providing for the issuance thereof, to divide the shares of
 Preferred Stock into and to establish series of Preferred Stock, to fix and
 determine the relative rights and preferences of the shares of any series
 so established, and to issue and sell any and all of the authorized and
 unissued shares of Preferred Stock as shares of any series thereof
 established by action of the Board of Directors pursuant hereto. 
 
     3. The following provisions shall apply to all shares of the
 Preferred Stock irrespective of series: 
 
          a. To the extent that the resolution or resolutions creating
      any series of Preferred Stock shall provide that any dividends shall
      be paid thereon, the holders of Preferred Stock of each series shall
      be entitled to receive on the dates and for the periods hereinafter
      set forth, dividends in cash, payable when and as declared by the
      Board of Directors, at such rates as shall be determined for the
      respective series, from the date upon which such shares shall have
      been originally issued. Such dividends, if any, shall be cumulative
      so that no dividend (other than a dividend payable in Common Stock of
      the Company) or other distribution shall be paid or declared or made
      on, and no amounts shall be applied to the purchase or redemption of,
      the Common Stock or any other class of stock ranking junior to the
      Preferred Stock as to dividends or assets unless (i) full cumulative
      dividends for all past dividend periods shall have been paid or
      declared and set apart for payment, and full cumulative dividends for
      the then current dividend period shall have been or simultaneously
      therewith shall be paid or declared, on outstanding Preferred Stock
      of all series entitled thereto at the rates determined for the
      respective series, and (ii) after giving effect to such payment of
      dividend, other distribution, purchase or redemption, the aggregate
      capital of the Company applicable to all capital stock outstanding
      ranking junior to the Preferred Stock as to dividends or assets plus
      the consolidated earned and capital surplus of the Company and its
      subsidiaries shall exceed the aggregate amount payable on involuntary
      dissolution, liquidation or winding up of the Company on all shares
      of the Preferred Stock and all stock ranking prior to or on a parity
      with the Preferred Stock as to dividends or assets to be outstanding
      after such payment of dividend, other distribution, purchase or
      redemption. Dividends shall not be paid or declared and set apart for
      payment on the Preferred Stock of any one series for any dividend
      period unless dividends have been or are contemporaneously paid or
      declared and set apart for the payment on the Preferred Stock of all
      series entitled thereto for all dividend periods terminating on the
      same or earlier date. The term "dividend period" shall mean any of
      the four calendar quarters in each year commencing respectively on
      the first day of February, May, August and November. The first day of
      each such calendar quarter shall be the dividend payment date for the
      regular quarterly dividend payable for the preceding dividend period
      of such series, except that the first dividend on shares of each
      series shall be payable on the quarterly dividend payment date next
      succeeding the expiration of 30 days after the date of initial issue
      of any shares of such series.
  
          b. In the event of any dissolution, liquidation or winding up
      of the Company, whether voluntarily or involuntarily, the holders of
      Preferred Stock of each series, without any preference of the shares
      of any series of Preferred Stock over the shares of any other series
      of Preferred Stock, shall be entitled to receive in cash out of the
      assets of the Company, whether capital, surplus, or other, before any
      distribution of the assets shall be made to the holders of Common
      Stock or of any other class of stock ranking junior to the Preferred
      Stock as to dividends or assets, the amount determined pursuant to
      paragraphs "1,c" and "1,d" of this Division A to be payable on the
      shares of such series in the event of voluntary or involuntary
      dissolution, liquidation or winding up, as the case may be, together
      in all cases with unpaid accumulated dividends, if any, to the date
      fixed for such payment. If the assets shall not be sufficient to pay
      in full the amounts so determined to be payable on all shares of the
      Preferred Stock in the event of such voluntary or involuntary
      dissolution, liquidation or winding up, as the case may be, then the
      assets available for payment shall be distributed ratably among the
      holders of the Preferred Stock of all series in accordance with the
      amounts so determined to be payable on the shares of each series in
      the event of voluntary or involuntary dissolution, liquidation or
      winding up, as the case may be, in proportion to the full
      preferential amounts to which they are respectively entitled. After
      payment to the holders of the Preferred Stock of the full
      preferential amounts hereinbefore provided for, the holders of
      Preferred Stock will have no other rights or claims to any of the
      remaining assets of the Company either upon distribution of such
      assets or upon dissolution, liquidation or winding up. The sale of
      all or substantially all the property of the Company to, or the
      merger or consolidation of the Company into or with, any other
      corporation, or the purchase or redemption by the Company of any
      shares of its Preferred Stock or its Common Stock or any other class
      of its stock shall not be deemed to be a distribution of assets or a
      dissolution, liquidation or winding up for the purposes of this
      paragraph. 
 
          c. So long as full cumulative dividends on all outstanding
      shares of Preferred Stock for all dividend periods ending on or prior
      to the date fixed for redemption shall have been paid or declared and
      set apart for payment and subject to any applicable requirements of
      Texas law, the Company may, (i) at the option of the Board of
      Directors of the Company, redeem the whole or any part of any series
      of Preferred Stock determined by it to be redeemable pursuant to
      paragraph "1,b" of this Division A, or (ii) redeem the whole or any
      part of any series of Preferred Stock to meet any sinking fund
      requirement determined pursuant to paragraph "1,e" of this Division
      A, in each case on the terms and conditions and at the redemption
      price so determined for such series plus the amount of unpaid
      accumulated dividends, if any, to the date of such redemption. All
      such redemptions of Preferred Stock shall be effected in accordance
      with the Procedure for Redemptions as set forth in the Texas Business
      Corporation Act. 
 
          d. So long as full cumulative dividends on all outstanding
      shares of Preferred Stock for all dividend periods ending on or prior
      to the date of purchase shall have been paid or declared and set
      apart for payment and subject to any applicable requirements of Texas
      law, the Company may purchase, directly or indirectly, shares of
      Preferred Stock of any series to the extent of the aggregate of
      unrestricted capital surplus available therefore and unrestricted
      reduction surplus available therefore. 
 
          e. So long as any shares of the Preferred Stock are
      outstanding, the Company shall not, without the affirmative vote at a
      meeting of the holders of shares representing at least two-thirds of
      the votes entitled to be cast with respect to the shares of Preferred
      Stock outstanding on the record date for such meeting, adopt an
      amendment to these Articles if such amendment would (i) authorize or
      create, or increase the authorized amount of, any class of stock
      which is entitled to dividends or assets in priority to or on a
      parity with the Preferred Stock, (ii) increase the authorized number
      of shares of Preferred Stock, or (iii) change any of the rights or
      preferences of the then outstanding Preferred Stock or any series
      thereof. 
 
          f. So long as any shares of the Preferred Stock shall be
      outstanding, the Company shall not, without the affirmative vote at a
      meeting of the holders of shares representing a majority of the votes
      entitled to be cast with respect to the shares of the Preferred Stock
      outstanding on the record date for such meeting, issue any additional
      shares, or reissue any reacquired shares, of Preferred Stock or of
      any other class of stock ranking prior to or on a parity with the
      outstanding shares of the Preferred Stock as to dividends or assets
      for any purpose other than to purchase or redeem an equal par or
      stated value on involuntary liquidation of Preferred Stock or of
      stock ranking prior to or on a parity with the Preferred Stock as to
      dividends or assets at the time outstanding, unless 
 
               (i) the consolidated gross income of the Company and its
           subsidiaries as hereinafter in this paragraph "f" defined, for
           12 consecutive calendar months within a period of 15 calendar
           months immediately preceding the calendar month of such
           issuance is equal to at least 1 1/2 times the aggregate of the
           annual interest charges on indebtedness of the Company and its
           subsidiaries, as hereinafter in this paragraph "f" defined,
           (excluding interest charges on indebtedness to be retired by
           the application of the proceeds from the issuance of such
           shares) and the annual dividend requirements on all Preferred
           Stock (including dividend requirements on any class of stock
           ranking prior to or on a parity with the shares to be issued as
           to dividends or assets but excluding any dividend requirements
           on any stock to be retired by the application of the proceeds
           from the issuance of such shares), which will be outstanding
           immediately after the issuance of such shares; and 
 
               (ii) the aggregate capital of the Company applicable to
           all capital stock outstanding ranking junior to the Preferred
           Stock as to dividends and assets, plus the consolidated earned
           and capital surplus of the Company and its subsidiaries, shall
           be at least equal to the aggregate amount payable upon
           involuntary dissolution, liquidation or winding up of the
           Company on all shares of the Preferred Stock, and all stock
           ranking prior to or on a parity with the Preferred Stock as to
           dividends or assets, to be outstanding immediately after the
           issuance of such shares of Preferred Stock or such stock
           ranking prior to or on a parity therewith and the application
           of the proceeds thereof.
  
     Whenever used in the paragraph "f", the following terms shall have
 the following meanings:
 
          The term "consolidated gross income of the Company and its
      subsidiaries'' shall mean the consolidated net income of the Company
      and its subsidiaries, as hereinafter defined, plus the amounts
      deducted in the computation of such consolidated net income for
      interest charges on indebtedness of the Company and its subsidiaries
      and for dividends paid or accrued on the Preferred Stock of the
      Company and on any class of stock ranking prior to or on a parity
      with the Preferred Stock as to dividends or assets. 
 
          The term "consolidated net income of the Company and its
      subsidiaries" shall mean the consolidated gross earnings of the
      Company and its subsidiaries from all sources less all proper
      deductions for operating expenses, taxes (including income, excess
      profits and other taxes based on or measured by income or
      undistributed earnings or income), interest charges and other
      appropriate items, including provision for maintenance, depreciation
      and depletion, and less all dividends paid or accrued on the
      Preferred Stock of the Company and all shares of stock, if any,
      ranking prior thereto or on a parity therewith as to dividends or
      assets, which are applicable to the period in question, and otherwise
      determined in accordance with generally accepted accounting
      principles.
 
          The term "indebtedness of the Company and its subsidiaries"
      shall mean all obligations of the Company and its subsidiaries,
      whether or not represented by bonds, debentures or notes, for the
      repayment of money borrowed by the Company and its subsidiaries, all
      deferred obligations of the Company and its subsidiaries for the
      payment of the purchase price of property or assets purchased by the
      Company and its subsidiaries and all such obligations assumed by the
      Company and its subsidiaries, but shall not include any customers'
      deposits or employees' deposit accounts or employees' pension or
      other accounts. 
 
          g. Shares of any series of Preferred Stock which have been
      redeemed (whether through the operation of a sinking fund or
      otherwise) or purchased by the Company (whether or not used or to be
      used as a credit with respect to any sinking fund obligation), or
      which, if convertible or exchangeable, have been converted or
      exchanged for shares of stock of any other class or classes shall,
      upon the filing of any required certificate, have the status of
      authorized and unissued shares of Preferred Stock and may be
      reclassified and reissued as part of a new series of Preferred Stock
      to be created by resolution or resolutions of the Board of Directors
      or as a part of any other series of Preferred Stock, all subject to
      the conditions and restrictions on issuance set forth in paragraph
      "f" hereof and in the resolution or resolutions adopted by the Board
      of Directors providing for the issue of any series of Preferred Stock
      and to any filing required by law. 
 
          h. Upon any issue for money or other consideration of any stock
      of the Company that may be authorized from time to time, or treasury
      stock, no holder of Preferred Stock shall have any preemptive or
      other right to subscribe for, purchase, or receive any proportionate
      or other share of the stock so issued, but the Board of Directors may
      dispose of all or any portion of such stock as and when it may
      determine, free of any such rights, whether by offering the same to
      shareholders or by sale or other disposition as said Board of
      Directors may deem advisable. 
 
     4. Voting Powers.
 
          a. Except as otherwise provided by law, the holders of
      Preferred Stock shall not have any right to vote for the election of
      Directors or for any other purpose except as heretofore set forth in
      this Division A or as may be provided with respect to any series
      pursuant to paragraph "1,g" hereof or as set forth below. For the
      purpose of the following provisions, the Preferred Stock of all
      series shall be deemed to be a single class. 
 
          Whenever and as often as the full amount of cumulative
      dividends payable on the Preferred Stock shall not have been paid, or
      declared and a sum sufficient for payment thereof set apart, for six
      quarterly dividend periods, the number of Directors of the Company
      shall be increased by two and the holders of the Preferred Stock
      shall have exclusive right, voting separately and as a single class,
      to vote for and elect such additional directors and the holders of
      the Common Stock shall have the exclusive rights, voting separately
      and as a class, to elect the remaining number of directors of the
      Company. The election of additional directors by holders of Preferred
      Stock shall be held at the next annual meeting of shareholders or may
      be held at a special meeting of shareholders, which shall be held
      upon notice as provided in the bylaws of the Company for a special
      meeting of the shareholders, at the request of the holders of shares
      representing not less than ten percent (10%o) of the votes entitled
      to be cast by the shares of the then outstanding Preferred Stock,
      addressed to the Secretary of the Company at the principal business
      office. Any vacancy in the Board of Directors occurring during any
      period when the Preferred Stock shall have elected representatives on
      the Board shall be filled by a majority vote of the remaining
      directors (or the one director) representing the class of stock
      theretofore represented by the director causing the vacancy. In the
      event of simultaneous vacancies among directors elected by the
      holders of the Preferred Stock an election, pursuant to the
      provisions of this paragraph, will bc held. The right of the holders
      of Preferred Stock to elect additional directors shall cease and the
      terms of any additional directors elected by the holders of the
      Preferred Stock voting as a separate class shall terminate forthwith
      whenever full cumulative dividends on the Preferred Stock shall have
      been paid, or declared and a sum sufficient for payment thereof set
      apart. 
 
          b.  At all meetings of the shareholders held for the purpose of
      electing directors during such times as the holders of Preferred
      Stock shall have the exclusive right to elect any directors of the
      Company, the presence in person or by proxy of the holders of a
      majority of the outstanding shares of Common Stock shall be required
      to constitute a quorum of such class for the election of directors,
      and the presence in person or by proxy of the holders of shares
      representing a majority of the votes entitled to be cast by the
      outstanding shares of Preferred Stock shall be required to constitute
      a quorum of such class for the election of directors; provided,
      however, that the absence of a quorum of the holders of stock of
      either class shall not prevent the election at any such meeting, or
      adjournment thereof, of directors by the other class if the necessary
      quorum of the holders of stock of such class is present in person or
      by proxy at such meeting; and provided, further, that in the absence
      of a quorum of the holders of stock of either class, a majority of
      those holders of such stock who are present in person or by proxy
      shall have the power to adjourn the election of those directors to be
      elected by that class from time to time without notice, other than
      announcement at the meeting, until the requisite amount of holders of
      stock of such class shall be present in person or by proxy. 
 
          c.  Holders of Preferred Stock shall not be entitled to receive
      notice of any meeting of shareholders at which they are not entitled
      to vote or consent. 
 
                           DIVISION B
 
                  THE VOTING PREFERENCE STOCK
 
     1. Voting Preference Stock shall rank junior to the Preferred Stock
 as to dividends and assets. The shares of Voting Preference Stock may be
 divided into and issued in series. Each such series shall be so designated
 as to distinguish the shares thereof from the shares of all other series
 and classes, and all shares of the Voting Preference Stock shall be
 identical, except as to the following relative rights and preferences, as
 to which there may be variations between different series: 
 
          a.   The rate of dividend; 
 
          b.   The price at and the terms and conditions on which shares
                may be redeemed; 
 
          c.   The amount payable upon shares in the event of
                involuntary liquidation; 
 
          d.   The amount payable upon shares in the event of voluntary
                liquidation; 
 
          e.   Sinking fund provisions for the redemption or purchase of
                shares; 
 
          f.   The terms and conditions on which shares may be
      converted, if the shares of any series are issued with the privilege
      of conversion; 
 
          g.   Voting rights. 
 
     No change shall be made in any of the rights and preferences of any
 series of Voting Preference Stock at the time outstanding in those respects
 in which the shares thereof vary from the shares of other series of Voting
 Preference Stock at the time outstanding without the affirmative vote at a
 meeting of the holders of shares representing at least two-thirds of the
 votes entitled to be cast with respect to the shares of such series of
 Voting Preference Stock outstanding on the record date for such meeting in
 addition to such other vote, if any, as may be required for such change
 under the applicable provisions of these articles or of the laws of the
 State of Texas at the time applicable thereto. 
 
     2. To the extent that series of Voting Preference Stock have not been
 established and variations in the relative rights and preferences as
 between series have not been fixed and determined in these articles,
 authority is vested in the Board of Directors of the Company, by resolution
 or resolutions providing for the issuance thereof, to divide the shares of
 Voting Preference Stock into and to establish series of Voting Preference
 Stock, to fix and determine the relative rights and preferences of the
 shares of any series so established, and to issue and sell any and all of
 the authorized and unissued shares of Voting Preference Stock as shares of
 any series thereof established by action of the Board of Directors pursuant
 hereto. 
 
     3. The following provisions shall apply to all shares of the Voting
 Preference Stock irrespective of series: 
 
          a.  To the extent that the resolution or resolutions creating
      any series of Voting Preference Stock shall provide that any
      dividends shall be paid thereon, and subject to the prior preference
      with respect to dividends upon Preferred Stock set forth in paragraph
      "3,a of Division A but in preference to the holders of any other
      class of shares ranking junior to the Voting Preference Stock, the
      holders of Voting Preference Stock of each series shall be entitled
      to receive on the dates and for the periods hereinafter set forth,
      dividends in cash, payable when and as declared by the Board of
      Directors, at such rates as shall be determined for the respective
      series, from the date upon which such shares shall have been
      originally issued. Such dividends, if any, shall be cumulative so
      that no dividend (other than a dividend payable in Common Stock of
      the Company) or other distribution shall be paid or declared or made
      on, and no amounts shall be applied to the purchase or redemption of,
      the Common Stock or any other class of stock ranking junior to the
      Voting Preference Stock as to dividends or assets unless (i) full
      cumulative dividends for all past dividend periods shall have been
      paid or declared and set apart for payment, and full cumulative
      dividends for the then current dividend period shall have been or
      simultaneously therewith shall be paid or declared, on outstanding
      Voting Preference Stock of all series entitled thereto at the rates
      determined for the respective series, and (ii) after giving effect to
      such payment of dividend, other distribution, purchase or redemption,
      the aggregate capital of the Company applicable to all capital stock
      outstanding ranking junior to the Voting Preference Stock as to
      dividends or assets plus the consolidated earned and capital surplus
      of the Company and its subsidiaries shall exceed the aggregate amount
      payable on involuntary dissolution, liquidation or winding up of the
      Company on all shares of the Voting Preference Stock and all stock
      ranking prior to or on a parity with the Voting Preference Stock as
      to dividends or assets to be outstanding after such payment of
      dividend, other distribution, purchase or redemption. Dividends shall
      not be paid or declared and set apart for payment on the Voting
      Preference Stock of any one series for any dividend period unless
      dividends have been or are contemporaneously paid or declared and set
      apart for the payment on the Voting Preference Stock of all series
      entitled thereto for all dividend periods terminating on the same or
      earlier date. The term "dividend period" shall mean any of the four
      calendar quarters in each year commencing respectively on the first
      day of February, May, August and November. The first day of each such
      calendar quarter shall be the dividend payment date for the regular
      quarterly dividend payable for the preceding dividend period of such
      series, except that the first dividend on shares of each series shall
      be payable on the quarterly dividend payment date next succeeding the
      expiration of 30 days after the date of initial issue of any shares
      of such series. 
 
          b. In the event of any dissolution, liquidation or winding up
      of the Company, whether voluntarily or involuntarily, the holders of
      Voting Preference Stock of each series, without any preference of the
      shares of any series of Voting Preference Stock over the shares of
      any other series of Voting Preference Stock, but subject to the prior
      preference of the holders of Preferred Stock as set forth in
      paragraph "3,b" of Division A, shall be entitled to receive in cash
      out of the assets of the Company, whether capital, surplus, or other,
      before any distribution of the assets shall be made to the holders of
      Common Stock or of any other class of stock ranking junior to the
      Voting Preference Stock as to dividends or assets, the amount
      determined pursuant to paragraphs "1,c" and "1,d" of this Division B
      to be payable on the shares of such series in the event of voluntary
      or involuntary dissolution, liquidation or winding up, as the case
      may be, together in all cases with unpaid accumulated dividends, if
      any, to the date fixed for such payment. If the assets available for
      distribution to holders of shares of Voting Preference Stock shall
      not be sufficient to pay in full the amounts so determined to be
      payable on all shares of the Voting Preference Stock in the event of
      such voluntary or involuntary dissolution, liquidation or winding up,
      as the case may be, then the assets available for payment shall be
      distributed ratably among the holders of the Voting Preference Stock
      of all series in accordance with the amounts so determined to be
      payable on the shares of each series in the event of voluntary or
      involuntary dissolution, liquidation or winding up, as the case may
      be, in proportion to the full preferential amounts to which they are
      respectively entitled. After payment to the holders of the Voting
      Preference Stock of the full preferential amounts hereinbefore
      provided for, the holders of Voting Preference Stock will have no
      other rights or claims to any of the remaining assets of the Company
      either upon distribution of such assets or upon dissolution,
      liquidation or winding up. The sale of all or substantially all of
      the property of the Company to, or the merger or consolidation of the
      Company into or with, any other corporation, or the purchase or
      redemption by the Company of any shares of its Preferred Stock, or
      its Voting Preference Stock or its Common Stock or any other class of
      its stock shall not be deemed to be a distribution of assets or a
      dissolution, liquidation or winding up for the purposes of this
      paragraph. 
 
          c. So long as full cumulative dividends on all outstanding
      shares of Voting Preference Stock for all dividend periods ending on
      or prior to the date fixed for redemption shall have been paid or
      declared and set apart for payment and subject to the provisions of
      paragraph "3,a" of Division A and further subject to any applicable
      requirements of Texas law, the Company may, (i) at the option of the
      Board of Directors of the Company, redeem the whole or any part of
      any series of Voting Preference Stock determined by it to be
      redeemable pursuant to paragraph "1,b" of this Division B, or (ii)
      redeem the whole or any part of any series of Voting Preference Stock
      to meet any sinking fund requirement determined pursuant to paragraph
      "1,e" of this Division B, in each case on the terms and conditions
      and at the redemption price so determined for such series plus the
      amount of unpaid accumulated dividends, if any, to the date of such
      redemption. All such redemptions of Voting Preference Stock shall be
      effected in accordance with the Procedure for Redemptions as set
      forth in the Texas Business Corporation Act. 
 
          d. So long as full cumulative dividends on all outstanding
      shares of Voting Preference Stock for all dividend periods ending on
      or prior to the date of purchase shall have been paid or declared and
      set apart for payment and subject to the provisions of paragraph
      "3,a" of Division A and further subject to any applicable
      requirements of Texas law, the Company may purchase, directly or
      indirectly, shares of Voting Preference Stock of any series to the
      extent of the aggregate of unrestricted capital surplus available
      therefor and unrestricted reduction surplus available therefor. 
 
          e. So long as any shares of the Voting Preference Stock are
      outstanding, the Company shall not, without the affirmative vote at a
      meeting of the holders of shares representing at least two-thirds of
      the votes entitled to be cast with respect to the shares of Voting
      Preference Stock outstanding on the record date for such meeting,
      adopt an amendment to these Articles if such amendment would (i)
      authorize or create, or increase the authorized amount of, any class
      of stock which is entitled to dividends or assets in priority to or
      on a parity with the Voting Preference Stock, (ii) increase the
      authorized number of shares of Voting Preference Stock, or (iii)
      change any of the rights or preferences of the then outstanding
      Voting Preference Stock or any series thereof. 
 
          f. Shares of any series of Voting Preference Stock which have
      been redeemed (whether through the operation of a sinking fund or
      otherwise) or purchased by the Company (whether or not used or to be
      used as a credit with respect to any sinking fund obligation), or
      which, if convertible or exchangeable, have been converted or
      exchanged for shares of stock of any other class or classes shall,
      upon the filing of any required certificate, have the status of
      authorized and unissued shares of Voting Preference Stock and may be
      reclassified and reissued as part of a new series of Voting
      Preference Stock to be created by resolution or resolutions of the
      Board of Directors or as a part of any other series of Voting
      Preference Stock, all subject to the conditions and restrictions on
      issuance set forth in the resolution or resolutions adopted by the
      Board of Directors providing for the issue of any series of Voting
      Preference Stock and to any filing required by law. 
 
          g. Upon any issue for money or other consideration of any stock
      of the Company that may be authorized from time to time, or treasury
      stock, no holder of Voting Preference Stock shall have any preemptive
      or other right to subscribe for, purchase, or receive any
      proportionate or other share of the stock so issued, but the Board of
      Directors may dispose of all or any portion of such stock as and when
      it may determine, free of any such rights, whether by offering the
      same to shareholders or by sale or other disposition as said Board of
      Directors may deem advisable. 
 
                           DIVISION C
 
                        THE COMMON STOCK
 
     1. Dividends. Subject to the provisions of paragraph "3,a" of
 Division A and paragraph ''3,a" of Division B, and after making such
 provision, if any, as may be required for any sinking fund applicable to
 any series of Preferred Stock and Voting Preference Stock determined as
 provided in paragraph "1,e" of Division A and paragraph ''1,e'' of Division
 B hereof, dividends may be paid upon the Common Stock to the exclusion of
 the Preferred Stock and Voting Preference Stock out of any assets of the
 Company available therefor. 
 
     2. Distribution of Assets. In the event of any dissolution,
 liquidation or winding up of the Company, after there shall have been paid
 or set aside in cash for the holders of Preferred Stock and Voting
 Preference Stock the full preferential amounts to which they are entitled
 under the provisions of the foregoing Division A and Division B,
 respectively, the holders of the Common Stock shall then be entitled to
 receive pro rata all of the remaining assets of the Company available for
 distribution to its shareholders. 
 
     3. Preemptive Rights. Upon any issue for money or other consideration
 of any stock of the Company that may be authorized from time to time, or
 treasury stock, no holder of Common Stock shall have any preemptive or
 other right to subscribe for, purchase, or receive any proportionate or
 other share of the stock so issued, but the Board of Directors may dispose
 of all or any portion of such stock as and when it may determine, free of
 any such rights, whether by offering the same to shareholders or by sale or
 other disposition as said Board of Directors may deem advisable. 
 
                           DIVISION D
 
                  PROVISIONS APPLICABLE TO THE
       PREFERRED, VOTING PREFERENCE AND THE COMMON STOCK
 
     1. Except as specifically provided in this Article Six, and as may be
 required in statutory proceedings, if any, as to which the vote of the
 holders of the Preferred Stock is required by the then existing laws of the
 State of Texas, the holders of the Voting Preference Stock and Common
 Stock, voting together as a single class, shall have the exclusive voting
 rights for the election of Directors and for all other purposes; provided,
 however, that except as specifically provided in Article 4.03B of the Texas
 Business Corporation Act and in Paragraph "3,e" of Division B, holders of
 the Voting Preference Stock shall not be entitled to vote, as a class or
 otherwise, upon any amendment to the Corporation's Restated Articles of
 Incorporation. 
 
     2. Any Director may be removed from office by vote of the holders of
 shares representing a majority of the votes entitled to be cast by the
 shares of the class or classes of stock by which his successor would be
 elected. A special meeting of the holders of shares of such class or
 classes may be called by a majority vote of the Board of Directors for the
 purpose of removing a Director in accordance with the provisions of this
 paragraph. The President of the Company shall, in any event, within ten
 days after delivery to the Company at its principal office of a request to
 such effect signed by the holders of shares representing at least five
 percent (5%) of the votes entitled to be cast by the outstanding shares of
 Preferred Stock or twenty-five percent (25%) of the votes entitled to be
 cast by the outstanding shares of Voting Preference Stock and Common Stock,
 combined, as the case may be, call a special meeting of the holders of the
 shares of such class or classes for such purpose to be held within 40 days
 after the delivery of such request. 
 
     3. Each holder of the Common Stock of the Company entitled to vote
 shall be entitled to one vote for each share held. Each holder of shares of
 any series of the Preferred Stock of the Company entitled to vote which has
 a stated value of $100 on involuntary liquidation shall be entitled to one
 vote for each share held. Each holder of shares of any series of the
 Preferred Stock of the Company entitled to vote which has a stated value
 other than $100 on involuntary liquidation shall be entitled to as many
 full votes or a fractional vote, as the case may be, for each share held as
 determined by the ratio of the stated value on involuntary liquidation of a
 share of each such series to the sum of $100. Each holder of shares of any
 series of the Voting Preference Stock of the Company entitled to vote which
 has a stated value of $10,000 on involuntary liquidation shall be entitled
 to one vote for each share held or fractional vote for each fractional
 share held, as the case may be. Each holder of shares of any series of the
 Voting Preference Stock of the Company entitled to vote which has a stated
 value other than $10,000 on involuntary liquidation shall be entitled to as
 many full votes or a fractional vote, as the case may be, for each share
 held as determined by the ratio of the stated value on involuntary
 liquidation of a share of each such series to the sum of $10,000. 
 
     4. At each election of Directors every shareholder entitled to vote
 at such election shall have the right to cast, in accordance with the
 provisions of the Texas Business Corporation Act, the number of votes
 represented by the shares owned by him for as many persons as there are
 Directors to be elected and for whose election he has the right to vote;
 provided that cumulative voting is expressly prohibited. 
 
 __________________
 
     As adopted by the Board of Directors of the Corporation on September
 2, 1982: 
 
     "RESOLVED, That pursuant to the authority conferred upon the Board of
 Directors of this Company by Article Six of the Restated Articles of
 Incorporation of this Company, the Board of Directors hereby creates a new
 series of Preferred Stock of the Company which shall consist of One Million
 Five Hundred Thousand (1,500,000) shares of no par value (stated value of
 $50 per share), which shall be designated and known as 'Adjustable Rate
 Cumulative Preferred Stock, Series D' (herein call 'Adjustable Rate
 Preferred Stock'), and that in addition to the preferences, rights, voting
 powers and the restrictions or qualifications of all shares of Preferred
 Stock, regardless of series, described and expressed in the Restated
 Articles of Incorporation of the Company, the Board of Directors hereby
 declares that the shares of the Adjustable Rate Preferred Stock shall have
 the terms, conditions, rights and preferences, as follows: 
 
     1. Dividend Rate 
 
     (a) Dividend rates on the shares of Adjustable Rate Preferred Stock
 shall be (i) for the period (the 'Initial Dividend Period') from the date
 of their original issue to and including January 31,1983, at a rate per
 annum of the stated value thereof equal to 13.5%, and (ii) for each
 quarterly dividend period (hereinafter referred to as a 'Quarterly Dividend
 Period'; and the Initial Dividend Period or any Quarterly Dividend Period
 being hereinafter individually referred to as a 'Dividend Period' and
 collectively referred to as 'Dividend Periods') thereafter, which quarterly
 dividend periods shall commence on February 1, May 1, August 1 and November
 1 in each year and shall end on and include the day next preceding the
 first day of the next quarterly dividend period, at a rate per annum of the
 Stated Value thereof equal to 0.10% below the Applicable Rate (as
 hereinafter defined) in respect of such quarterly dividend period;
 provided, however, that the dividend rate per annum on the shares of
 Adjustable Rate Preferred Stock for any Quarterly Dividend Period shall in
 no event be less than 7.50% per annum or greater than 15.50% per annum.
 Such dividends shall be cumulative from the date of original issue of such
 shares. The amount of dividends payable for the Initial Dividend Period or
 any period shorter than a full Quarterly Dividend Period shall be computed
 on the basis of 30-day months and a 360-day year. 
 
     (b) The 'Applicable Rate' for any Quarterly Dividend Period shall be
 the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate
 and the Twenty Year Constant Maturity Rate (each as hereinafter defined)
 for such Dividend Period. In the event that the Company determines in good
 faith that for any reason one or more of such rates cannot be determined
 for any Quarterly Dividend Period, then the Applicable Rate for such
 Dividend Period shall be the higher of whichever of such rates can be so
 determined. In the event that the Company determines in good faith that
 none of such rates can be determined for any Quarterly Dividend Period,
 then the Applicable Rate in effect for the preceding Dividend Period shall
 be continued for such Dividend Period. 
 
          (i) Except as provided below in this paragraph, the 'Treasury
      Bill Rate' for each Quarterly Dividend Period will be the arithmetic
      average of the two most recent weekly per annum market discount rates
      (or the one weekly per annum market discount rate, if only one such
      rate shall be published during the relevant Calendar Period, as
      defined below) for three-month U.S. Treasury bills, as published
      weekly by the Federal Reserve Board during the Calendar Period
      immediately prior to the last ten calendar days of January, April,
      July or October, as the case may be, prior to the Quarterly Dividend
      Period for which the dividend rate on the Adjustable Rate Preferred
      Stock is being determined. In the event that the Federal Reserve
      Board does not publish such a weekly per annum market discount rate
      during any such Calendar Period, then the Treasury Bill Rate for the
      related Dividend Period shall be the arithmetic average of the two
      most recent weekly per annum market discount rates (or the one weekly
      per annum market discount rate, if only one such rate shall be
      published during the relevant Calendar Period) for three-month U.S.
      Treasury bills, as published weekly during such Calendar Period by
      any Federal Reserve Bank or by any U.S. Government department or
      agency selected by the Company. In the event that a per annum market
      discount rate for three-month U.S. Treasury bills shall not be
      published by the Federal Reserve Board or by any Federal Reserve Bank
      or by any U.S. Government department or agency during such Calendar
      Period, then the Treasury Bill Rate for such Dividend Period shall be
      the arithmetic average of the two most recent weekly per annum market
      discount rates (or the one weekly per annum market discount rate, if
      only one such rate shall be published during the relevant Calendar
      Period) for all of the U.S. Treasury bills then having maturities of
      not less than 80 nor more than 100 days, as published during such
      Calendar Period by the Federal Reserve Board or, if the Federal
      Reserve Board shall not publish such rates, by any Federal Reserve
      Bank or by any U.S. Government department or agency selected by the
      Company. In the event that the Company determines in good faith that
      for any reason no such U.S. Treasury bill rates are published as
      provided above during such Calendar Period then the Treasury Bill
      Rate for such Dividend Period shall be the arithmetic average of the
      per annum market discount rates based upon the closing bids during
      such Calendar Period for each of the issues of marketable noninterest
      bearing U.S. Treasury securities with a maturity of not less than 80
      nor more than 100 days from the date of each such quotation, as
      quoted daily for each business day in New York City (or less
      frequently if daily quotations shall not be generally available) to
      the Company by at least three recognized U.S. Government securities
      dealers selected by the Company. In the event that the Company
      determines in good faith that for any reason the Company cannot
      determine the Treasury Bill Rate for any Quarterly Dividend Period as
      provided above in this paragraph, the Treasury Bill Rate for such
      Dividend Period shall be the arithmetic average of the per annum
      market discount rates based upon the closing bids during the related
      Calendar Period for each of the issues of marketable interest-bearing
      U.S. Treasury securities with a maturity of not less than 80 nor more
      than 100 days from the date of each such quotation, as quoted daily
      for each business day in New York City (or less frequently if daily
      quotations shall not be generally available) to the Company by at
      least three recognized U.S. Government securities dealers selected by
      the Company. 
 
          (ii) Except as provided below in this paragraph, the 'Ten Year
      Constant Maturity Rate' for each Quarterly Dividend Period shall be
      the arithmetic average of the two most recent weekly per annum Ten
      Year Average Yields (or the one weekly per annum Ten Year Average
      Yield, if only one such Yield shall be published during the relevant
      Calendar Period as provided below), as published weekly by the
      Federal Reserve Board during the Calendar Period immediately prior to
      the last ten calendar days of January, April, July or October, as the
      case may be, prior to the Quarterly Dividend Period for which the
      dividend rate on the Adjustable Rate Preferred Stock is being
      determined. In the event that the Federal Reserve Board does not
      publish such a weekly per annum Ten Year Average Yield during such
      Calendar Period, then the Ten Year Constant Maturity Rate for such
      Dividend Period shall be the arithmetic average of the two most
      recent weekly per annum Ten Year Average Yields (or the one weekly
      per annum Ten Year Average Yield; if only one such Yield shall be
      published during such Calendar Period), as published weekly during
      such Calendar Period by any Federal Reserve Bank or by any U.S.
      Government department or agency selected by the Company. In the event
      that a per annum Ten Year Average Yield shall not be published by the
      Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
      (Government department or agency during such Calendar Period, then
      the Ten Year Constant Maturity Rate for such Dividend Period shall be
      the arithmetic average of the two most recent weekly per annum
      average yields to maturity (or the one weekly average yield to
      maturity, if only one such yield shall be published during such
      Calendar Period) for all of the actively traded marketable U.S.
      Treasury fixed interest rate securities (other than Special
      Securities, as defined below) then having maturities of not less than
      eight nor more than twelve years, as published during such Calendar
      Period by the Federal Reserve Board or, if the Federal Reserve Board
      shall not publish such yields, by any Federal Reserve Bank or by any
      U.S. Government department or agency selected by the Company. In the
      event that the Company determines in good faith that for any reason
      the Company cannot determine the Ten Year Constant Maturity Rate for
      any Quarterly Dividend Period as provided above in this paragraph,
      then the Ten Year Constant Maturity Rate for such Dividend Period
      shall be the arithmetic average of the per annum average yields to
      maturity based upon the closing bids during such Calendar Period for
      each of the issues of actively traded marketable U.S. Treasury fixed
      interest rate securities (other than Special Securities) with a final
      maturity date not less than eight nor more than twelve years from the
      date of each such quotation, as quoted daily for each business day in
      New York City (or less frequently if daily quotations shall not be
      generally available) to the Company by at least three recognized U.S.
      Government securities dealers selected by the Company. 
 
          (iii) Except as provided below in this paragraph, the 'Twenty
      Year Constant Maturity Rate' for each Quarterly Dividend Period shall
      be the arithmetic average of the two most recent weekly per annum
      Twenty Year Average Yields (or the one weekly per annum Twenty Year
      Average Yield, if only one such Yield shall be published during the
      relevant Calendar Period), as published weekly by the Federal Reserve
      Board during the Calendar Period immediately prior to the last ten
      calendar days of January, April, July or October, as the case may be,
      prior to the Quarterly Dividend Period for which the dividend rate on
      the Adjustable Rate Preferred Stock is being determined. In the event
      that the Federal Reserve Board does not publish such a weekly per
      annum Twenty Year Average Yield during such Calendar Period, then the
      Twenty Year Constant Maturity Rate for such Dividend Period shall be
      the arithmetic average of the two most recent weekly per annum Twenty
      Year Average Yields (or the one weekly per annum Twenty Year Average
      Yield, if only one such Yield shall be published during such Calendar
      Period), as published weekly during such Calendar Period by any
      Federal Reserve Bank or by any U.S. Government department or agency
      selected by the Company. In the event that a per annum Twenty Year
      Average Yield shall not be published by the Federal Reserve Board or
      by any Federal Reserve Bank or by any U.S. Government department or
      agency during such Calendar Period, then the Twenty Year Constant
      Maturity Rate for such Dividend Period shall be the arithmetic
      average of the two most recent weekly per annum average yields to
      maturity (or the one weekly average yield to maturity, if only one
      such yield shall be published during such Calendar Period) for all of
      the actively traded marketable U.S. Treasury fixed interest rate
      securities (other than Special Securities) then having maturities of
      not less than eighteen nor more than twenty-two years, as published
      during such Calendar Period by the Federal Reserve Board, or, if the
      Federal Reserve Board shall not publish such yields, by any Federal
      Reserve Bank or by any U.S. Government department or agency selected
      by the Company. In the event that the Company determines in good
      faith that for any reason the Company cannot determine the Twenty
      Year Constant Maturity Rate for any Quarterly Dividend Period as
      provided above in this paragraph, then the Twenty Year Constant
      Maturity Rate for such Dividend Period shall be the arithmetic
      average of the per annum average yields to maturity based upon the
      closing bids during such Calendar Period for each of the issues of
      actively traded marketable U.S. Treasury fixed interest rate
      securities (other than Special Securities) with a final maturity date
      not less than eighteen nor more than twenty-two years from the date
      of each such quotation, as quoted daily for each business day in New
      York City (or less frequently if daily quotations shall not be
      generally available) to the Company by at least three recognized U.S.
      Government securities dealers selected by the Company. 
 
          (iv) The Treasury Bill Rate, the Ten Year Constant Maturity
      Rate and the Twenty Year Constant Maturity Rate shall each be rounded
      to the nearest five hundredths of a percentage point.
  
          (v) The amount of dividends per share payable for each
      Quarterly Dividend Period shall be computed by dividing the dividend
      rate for such dividend period by four and applying such rate against
      the stated value per share of the Adjustable Rate Preferred Stock. 
 
          (vi) The dividend rate with respect to each Quarterly Dividend
      Period will be calculated as promptly as practicable by the Company
      according to the appropriate method described herein. The
      mathematical accuracy of each such calculation will be confirmed in
      writing by independent accountants of recognized standing. The
      Company will cause each dividend rate to be published in a newspaper
      of general circulation in New York City prior to the commencement of
      the new Quarterly Dividend Period to which it applies and will cause
      notice of such dividend rate to be enclosed with the dividend payment
      checks next mailed to the holders of the Adjustable Rate Preferred
      Stock. 
 
          (vii) As used herein, the term 'Calendar Period' means a period
      of fourteen calendar days; the term 'Special Securities' means
      securities which can, at the option of the holder, be surrendered at
      face value in payment of any Federal estate tax or which provide tax
      benefits to the holder and are priced to reflect such tax benefits or
      which were originally issued at a deep or substantial discount; the
      term 'Ten Year Average Yield' means the average yield to maturity for
      actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of ten years); and the
      term 'Twenty Year Average Yield' means the average yield to maturity
      for actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of twenty years). 
 
     2. Involuntary Liquidation. In the event of any involuntary
 liquidation, dissolution or winding up of the Company, the holders of the
 Adjustable Rate Preferred Stock shall be entitled to receive Fifty Dollars
 ($50.00) for each share (which amount shall be deemed to be its stated
 value on involuntary liquidation) plus accrued dividends to the date of
 distribution, whether or not earned or declared. 
 
     3. Voluntary Liquidation. In the event of any voluntary liquidation,
 dissolution or winding up of the Company, the holders of the Adjustable
 Rate Preferred Stock shall be entitled to receive $51.50 per share through
 October 31, 1992, and $50 per share thereafter plus an amount equal to the
 accrued dividends thereon to the date of distribution, whether or not
 earned or declared. 
 
     4. Optional Redemption. The Adjustable Rate Preferred Stock may not
 be redeemed prior to November 1, 1987. Thereafter, the Company shall have
 the option to redeem the whole or any part of the Adjustable Rate Preferred
 Stock at any time on at least thirty day's notice in accordance with the
 provisions of Paragraph 3, c, (i) of Division A of Article Six of the
 Restated Articles of Incorporation at $51.50 per share if redeemed during
 the period November 1, 1987, through October 31, 1992, and $50 per share
 thereafter, in each case together with any accrued dividends to the date of
 such redemption. 
 
     5. So long as any shares of the Adjustable Rate Preferred Stock are
 outstanding, shares of the Adjustable Rate Preferred Stock which are
 purchased, redeemed or otherwise acquired by the Company shall not be
 reissued, or otherwise disposed of, as shares of Adjustable Rate Preferred
 Stock. 
 
     6. The Adjustable Rate Preferred Stock shall not have any conversion,
 exchange or sinking fund rights.
  
     7. The Adjustable Rate Preferred Stock shall have no voting rights
 other than the voting rights set forth in the Restated Articles of
 Incorporation of the Company or as otherwise provided by Texas law. 
 
     "RESOLVED, That the President or any Vice President together with the
 Secretary or any Assistant Secretary, be and hereby they are authorized and
 directed to prepare, execute and deliver to the Secretary of State of Texas
 for filing all certificates or other documents as may be required under the
 laws of the State of Texas in order to give effect to the foregoing
 resolutions." 
 
 ____________________
 
     As adopted by the Board of Directors of the Corporation on January
 26, 1984: 
 
     "RESOLVED, That pursuant to the authority conferred upon the Board of
 Directors of this Company by Article Six of the Restated Articles of
 Incorporation of this Company, the Board of Directors hereby creates a new
 series of Preferred Stock of the Company which shall consist of One Hundred
 Thousand (100,000) shares of no par value (stated value of $1,000 per
 share), which shall be designated and known as 'Adjustable Rate Cumulative
 Preferred Stock, Series E' (herein called 'Adjustable Rate Preferred
 Stock'), and that in addition to the preferences, rights, voting powers and
 the restrictions or qualifications of all shares of Preferred Stock,
 regardless of series, described and expressed in the Restated Articles of
 Incorporation of the Company, the Board of Directors hereby declares that
 the shares of the Adjustable Rate Preferred Stock shall have the terms,
 conditions, rights and preferences, as follows:
  
     1. Dividend Rate
  
     (a) Dividend rates on the shares of Adjustable Rate Preferred Stock
 shall be (i) for the period (the 'Initial Dividend Period') from the date
 of their original issue to and including April 30,1984, at a rate per annum
 of the stated value thereof equal to 10.625%, and (ii) for each quarterly
 dividend period (hereinafter referred to as a 'Quarterly Dividend Period';
 and the Initial Dividend Period or any Quarterly Dividend Period being
 hereinafter individually referred to as a 'Dividend Period' and
 collectively referred to as 'Dividend Periods') thereafter, which quarterly
 dividend periods shall commence on February 1, May 1, August 1 and November
 1 in each year and shall end on and include the day next preceding the
 first day of the next quarterly dividend period, at a rate per annum of the
 Stated Value thereof equal to 1.20% below the Applicable Rate (as
 hereinafter defined) in respect of such quarterly dividend period;
 provided, however, that the dividend rate per annum on the shares of
 Adjustable Rate Preferred Stock for any Quarterly Dividend Period shall in
 no event be less than 7% per annum or greater than 13% per annum. Such
 dividends shall be cumulative from the date of original issue of such
 shares. The amount of dividends payable for the Initial Dividend Period or
 any period shorter than a full Quarterly Dividend Period shall be computed
 on the basis of 30-day months and a 360-day year.
  
     (b) The 'Applicable Rate' for any Quarterly Dividend Period shall be
 the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate
 and the Twenty Year Constant Maturity Rate (each as hereinafter defined)
 for such Dividend Period. In the event that the Company determines in good
 faith that for any reason one or more of such rates cannot be determined
 for any Quarterly Dividend Period, then the Applicable Rate for such
 Dividend Period shall be the higher of whichever of such rates can be so
 determined. In the event that the Company determines in good faith that
 none of such rates can be determined for any Quarterly Dividend Period,
 then the Applicable Rate in effect for the preceding Dividend Period shall
 be continued for such Dividend Period. 
 
          (i) Except as provided below in this paragraph, the 'Treasury
      Bill Rate' for each Quarterly Dividend Period will be the arithmetic
      average of the two most recent weekly per annum market discount rates
      (or the one weekly per annum market discount rate, if only one such
      rate shall be published during the relevant Calendar Period, as
      defined below) for three-month U.S. Treasury bills, as published
      weekly by the Federal Reserve Board during the Calendar Period
      immediately prior to the last ten calendar days of January, April,
      July or October, as the case may be, prior to the Quarterly Dividend
      Period for which the dividend rate on the Adjustable Rate Preferred
      Stock is being determined. In the event that the Federal Reserve
      Board does not publish such a weekly per annum market discount rate
      during any such Calendar Period, then the Treasury Bill Rate for the
      related Dividend Period shall be the arithmetic average of the two
      most recent weekly per annum market discount rates (or the one weekly
      per annum market discount rate, if only one such rate shall be
      published during the relevant Calendar Period) for three-month U.S.
      Treasury bills, as published weekly during such Calendar Period by
      any Federal Reserve Bank or by any U.S. Government department or
      agency selected by the Company. In the event that a per annum market
      discount rate for three-month U.S. Treasury bills shall not be
      published by the Federal Reserve Board or by any Federal Reserve Bank
      or by any U.S. Government department or agency during such Calendar
      Period, then the Treasury Bill Rate for such Dividend Period shall be
      the arithmetic average of the two most recent weekly per annum market
      discount rates (or the one weekly per annum market discount rate, if
      only one such rate shall be published during the relevant Calendar
      Period) for all of the U.S. Treasury bills then having maturities of
      not less than 80 nor more than 100 days, as published during such
      Calendar Period by the Federal Reserve Board or, if the Federal
      Reserve Board shall not publish such rates, by any Federal Reserve
      Bank or by any U.S. Government department or agency selected by the
      Company. In the event that the Company determines in good faith that
      for any reason no such U.S. Treasury bill rates are published as
      provided above during such Calendar Period, then the Treasury Bill
      Rate for such Dividend Period shall be the arithmetic average of the
      per annum market discount rates based upon the closing bids during
      such Calendar Period for each of the issues of marketable noninterest
      bearing U.S. Treasury securities with a maturity of not less than 80
      nor more than 100 days from the date of each such quotation, as
      quoted daily for each business day in New York City (or less
      frequently if daily quotations shall not be generally available) to
      the Company by at least three recognized U.S. Government securities
      dealers selected by the Company. In the event that the Company
      determines in good faith that for any reason the Company cannot
      determine the Treasury Bill Rate for any Quarterly Dividend Period as
      provided above in this paragraph, the Treasury Bill Rate for such
      Dividend Period shall be the arithmetic average of the per annum
      market discount rates based upon the closing bids during the related
      Calendar Period for each of the issues of marketable interest-bearing
      U.S. Treasury securities with a maturity of not less than 80 nor more
      than 100 days from the date of each such quotation, as quoted daily
      for each business day in New York City (or less frequently if daily
      quotations shall not be generally available) to the Company by at
      least three recognized U.S. Government securities dealers selected by
      the Company. 
 
          (ii) Except as provided below in this paragraph, the 'Ten Year
      Constant Maturity Rate' for each Quarterly Dividend Period shall be
      the arithmetic average of the two most recent weekly per annum Ten
      Year Average Yields (or the one weekly per annum Ten Year Average
      Yield, if only one such Yield shall be published during the relevant
      Calendar Period as provided below), as published weekly by the
      Federal Reserve Board during the Calendar Period immediately prior to
      the last ten calendar days of January, April, July or October, as the
      case may be, prior to the Quarterly Dividend Period for which the
      dividend rate on the Adjustable Rate Preferred Stock is being
      determined. In the event that the Federal Reserve Board does not
      publish such a weekly per annum Ten Year Average Yield during such
      Calendar Period, then the Ten Year Constant Maturity Rate for such
      Dividend Period shall be the arithmetic average of the two most
      recent weekly per annum Ten Year Average Yields (or the one weekly
      per annum Ten Year Average Yield, if only one such Yield shall be
      published during such Calendar Period), as published weekly during
      such Calendar Period by any Federal Reserve Bank or by any U.S.
      Government department or agency selected by the Company. In the event
      that a per annum Ten Year Average Yield shall not be published by the
      Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
      Government department or agency during such Calendar Period, then the
      Ten Year Constant Maturity Rate for such Dividend Period shall be the
      arithmetic average of the two most recent weekly per annum average
      yields to maturity (or the one weekly average yield to maturity, if
      only one such yield shall be published during such Calendar Period)
      for all of the actively traded marketable U.S. Treasury fixed
      interest rate securities (other than Special Securities, as defined
      below) then having maturities of not less than eight nor more than
      twelve years, as published during such Calendar Period by the Federal
      Reserve Board or, if the Federal Reserve Board shall not publish such
      yields, by any Federal Reserve Bank or by any U.S. Government
      department or agency selected by the Company. In the event that the
      Company determines in good faith that for any reason the Company
      cannot determine the Ten Year Constant Maturity Rate for any
      Quarterly Dividend Period as provided above in this paragraph, then
      the Ten Year Constant Maturity Rate for such Dividend Period shall be
      the arithmetic average of the per annum average yields to maturity
      based upon the closing bids during such Calendar Period for each of
      the issues of actively traded marketable U.S. Treasury fixed interest
      rate securities (other than Special Securities) with a final maturity
      date not less than eight nor more than twelve years from the date of
      each such quotation, as quoted daily for each business day in New
      York City (or less frequently if daily quotations shall not be
      generally available) to the Company by at least three recognized U.S.
      Government securities dealers selected by the Company. 
 
          (iii) Except as provided below in this paragraph, the 'Twenty
      Year Constant Maturity Rate' for each Quarterly Dividend Period shall
      be the arithmetic average of the two most recent weekly per annum
      Twenty Year Average Yields (or the one weekly per annum Twenty Year
      Average Yield, if only one such Yield shall be published during the
      relevant Calendar Period), as published weekly by the Federal Reserve
      Board during the Calendar Period immediately prior to the last ten
      calendar days of January, April, July or October, as the case may be,
      prior to the Quarterly Dividend Period for which the dividend rate on
      the Adjustable Rate Preferred Stock is being determined. In the event
      that the Federal Reserve Board does not publish such a weekly per
      annum Twenty Year Average Yield during such Calendar Period, then the
      Twenty Year Constant Maturity Rate for such Dividend Period shall be
      the arithmetic average of the two most recent weekly per annum Twenty
      Year Average Yields (or the one weekly per annum Twenty Year Average
      Yield, if only one such Yield shall be published during such Calendar
      Period), as published weekly during such Calendar Period by any
      Federal Reserve Bank or by any U.S. Government department or agency
      selected by the Company. In the event that a per annum Twenty Year
      Average Yield shall not be published by the Federal Reserve Board or
      by any Federal Reserve Bank or by any U.S. Government department or
      agency during such Calendar Period, then the Twenty Year Constant
      Maturity Rate for such Dividend Period shall be the arithmetic
      average of the two most recent weekly per annum average yields to
      maturity (or the one weekly average yield to maturity, if only one
      such yield shall be published during such Calendar Period) for all of
      the actively traded marketable U.S. Treasury fixed interest rate
      securities (other than Special Securities) then having maturities of
      not less than eighteen nor more than twenty-two years, as published
      during such Calendar Period by the Federal Reserve Board, or, if the
      Federal Reserve Board shall not publish such yields, by any Federal
      Reserve Bank or by any U.S. Government department or agency selected
      by the Company. In the event that the Company determines in good
      faith that for any reason the Company cannot determine the Twenty
      Year Constant Maturity Rate for any Quarterly Dividend Period as
      provided above in this paragraph, then the Twenty Year Constant
      Maturity Rate for such Dividend Period shall be the arithmetic
      average of the per annum average yields to maturity based upon the
      closing bids during such Calendar Period for each of the issues of
      actively traded marketable U.S. Treasury fixed interest rate
      securities (other than Special Securities) with a final maturity date
      not less than eighteen nor more than twenty-two years from the date
      of each such quotation, as quoted daily for each business day in New
      York City (or less frequently if daily quotations shall not be
      generally available) to the Company by at least three recognized U.S.
      Government securities dealers selected by the Company.
  
          (iv) The Treasury Bill Rate, the Ten Year Constant Maturity
      Rate and the Twenty Year Constant Maturity Rate shall each be rounded
      to the nearest five hundredths of a percentage point.
 
          (v) The amount of dividends per share payable for each
      Quarterly Dividend Period shall be computed by dividing the dividend
      rate for such dividend period by four and applying such rate against
      the stated value per share of the Adjustable Rate Preferred Stock. 
 
          (vi) The dividend rate with respect to each Quarterly Dividend
      Period will be calculated as promptly as practicable by the Company
      according to the appropriate method described herein. The
      mathematical accuracy of each such calculation will be confirmed in
      writing by independent accountants of recognized standing. The
      Company will cause each dividend rate to be published in a newspaper
      of general circulation in New York City prior to the commencement of
      the new Quarterly Dividend Period to which it applies and will cause
      notice of such dividend rate to be enclosed with the dividend payment
      checks next mailed to the holders of the Adjustable Rate Preferred
      Stock. 
 
          (vii) As used herein, the term 'Calendar Period' means a period
      of fourteen calendar days; the term 'Special Securities' means
      securities which can, at the option of the holder, be surrendered at
      face value in payment of any Federal estate tax or which provide tax
      benefits to the holder and are priced to reflect such tax benefits or
      which were originally issued at a deep or substantial discount; the
      term 'Ten Year Average Yield' means the average yield to maturity for
      actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of ten years); and the
      term 'Twenty Year Average Yield' means the average yield to maturity
      for actively traded marketable U.S. Treasury fixed interest rate
      securities (adjusted to constant maturities of twenty years). 
 
     2. Involuntary Liquidation. In the event of any involuntary
 liquidation, dissolution or winding up of the Company, the holders of the
 Adjustable Rate Preferred Stock shall be entitled to receive One Thousand
 Dollars ($1,000.00) for each share (which amount shall be deemed to be its
 stated value on involuntary liquidation) plus accrued dividends to the date
 of distribution, whether or not earned or declared. 
 
     3. Voluntary Liquidation. In the event of any voluntary liquidation,
 dissolution or winding up of the Company, the holders of the Adjustable
 Rate Preferred Stock shall be entitled to receive $1,030 per share through
 April 30, 1994, and $1,000 per share thereafter plus an amount equal to the
 accrued dividends thereon to the date of distribution, whether or not
 earned or declared. 
 
     4. Optional Redemption. The Adjustable Rate Preferred Stock may not
 be redeemed prior to May 1, 1989. Thereafter, the Company shall have the
 option to redeem the whole or any part of the Adjustable Rate Preferred
 Stock at any time on at least thirty day's notice in accordance with the
 provisions of Paragraph 3,c, (i) of Division A of Article Six of the
 Restated Articles of Incorporation at $1,030.00 per share if redeemed
 during the period May 1, 1989, through April 30, 1994, and $1,000.00 per
 share thereafter, in each case together with any accrued dividends to the
 date of such redemption.
  
     5. So long as any shares of the Adjustable Rate Preferred Stock are
 outstanding, shares of the Adjustable Rate Preferred Stock which are
 purchased, redeemed or otherwise acquired by the Company shall not be
 reissued, or otherwise disposed of, as shares of Adjustable Rate Preferred
 Stock.
  
     6. The Adjustable Rate Preferred Stock shall not have any conversion,
 exchange or sinking fund rights. 
 
     7. The Adjustable Rate Preferred Stock shall have no voting rights
 other than the voting rights set forth in the Restated Articles of
 Incorporation of the Company or as otherwise provided by Texas law.
  
     "RESOLVED, That the President or any Vice President together with the
 Secretary or any Assistant Secretary, be and hereby they are authorized and
 directed to prepare, execute and deliver to the Secretary of State of Texas
 for filing all certificates or other documents as may be required under the
 laws of the State of Texas in order to give effect to the foregoing
 resolutions." 
 
 ____________________
 
     As adopted by the Board of Directors of the Corporation on April 15,
 1986: 
 
     "RESOLVED, That pursuant to the authority conferred upon the Board of
 Directors of this Company by Article Six of the Restated Articles of
 Incorporation of this Company, the Board of Directors hereby creates a new
 series of Voting Preference Stock of the Company which shall consist of
 five hundred thousand (500,000) shares of no par value, which shall be
 designated and known as '$200 Participating Voting Preference Stock, Series
 C' (herein called 'Series C Voting Preference Stock'), and that in addition
 to the preferences, rights, voting powers and the restrictions or
 qualifications of all shares of Voting Preference Stock regardless of
 series, described and expressed in the Restated Articles of Incorporation
 of the Company, the Board of Directors hereby declares that the shares of
 the Series C Voting Preference Stock shall have the terms, conditions,
 rights and preferences, as follows: 
 
     1. Dividends. The dividend rate on the shares of Series C Voting
 Preference Stock for each quarterly dividend period (hereinafter referred
 to as a "quarterly dividend period"), which quarterly dividend periods
 shall commence on February 1, May 1, August 1 and November 1 in each year
 (or in the case of original issuance, from the date of original issuance)
 and shall end on and include the day next preceding the first date of the
 next quarterly dividend period, shall be equal (rounded to the nearest
 cent) to the greater of (a) $20 or (b) subject to the provision for
 adjustment hereinafter set forth, 200 times the aggregate per share amount
 of all cash dividends, and 200 times the aggregate per share amount
 (payable in cash, based upon the fair market value at the time the non-cash
 dividend or other distribution is declared as determined in good faith by
 the Board of Directors) of all non-cash dividends or other distributions
 other than a dividend payable in shares of Common Stock or a subdivision of
 the outstanding shares of Common Stock (by reclassification or otherwise),
 declared (but not withdrawn) on the Common Stock, par value $4.45 per
 share, of this Company (the "Common Stock") during the immediately
 preceding quarterly dividend period, or, with respect to the first
 quarterly dividend period, since the first issuance of any share or
 fraction of a share of Series C Voting Preference Stock. In the event this
 Company shall at any time after April 15, 1986 (the "Rights Declaration
 Date") (i) declare any dividend on Common Stock payable in shares of Common
 Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
 outstanding Common Stock into a smaller number of shares, then in each such
 case the amount to which holders of shares of Series C Voting Preference
 Stock were entitled immediately prior to such event under clause (b) of the
 preceding sentence shall be adjusted by multiplying such amount by a
 fraction the numerator of which is the number of shares of Common Stock
 outstanding immediately after such event and the denominator of which is
 the number of shares of Common Stock that were outstanding immediately
 prior to such event. 
 
     2. Liquidation. In the event of any voluntary or involuntary
 liquidation, dissolution or winding up of the Company, the holders of the
 Series C Voting Preference Stock shall be entitled to receive the greater
 of (a) $200 per share, or (b) an amount per share, subject to the provision
 for adjustment hereinafter set forth, equal to 200 times the aggregate
 amount to be distributed per share to holders of Common Stock, plus in
 either instance accrued dividends to the date of distribution, whether or
 not earned or declared. 
 
     In the event the Company shall at any time after the Rights
 Declaration Date (i) declare any dividend on Common Stock payable in shares
 of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
 combine the outstanding Common Stock into a smaller number of shares, then
 in each such case the amount to which holders of shares of Series C Voting
 Preference Stock were entitled immediately prior to such event pursuant to
 clause (b) of the preceding sentence shall be adjusted by multiplying such
 amount by a fraction the numerator of which is the number of shares of
 Common Stock outstanding immediately after such event and the denominator
 of which is the number of shares of Common Stock that were outstanding
 immediately prior to such event. For purposes of Paragraph 3 of Division D
 of Article Six of the Restated Articles of Incorporation, the Series C
 Voting Preference Stock shall be deemed to have a stated value per share of
 $200 on involuntary liquidation until such time as a plan of liquidation
 shall be adopted and the actual amount payable upon liquidation is
 determined. 
 
     3. Optional Redemption. The Company shall have the option to redeem
 the whole or any part of the Series C Voting Preference Stock at any time
 on at least 30 days notice in accordance with the provisions of Paragraph
 3,c of Division B of Article Six of the Restated Articles of Incorporation
 at a redemption price equal to the greater of (a) $200 and (b), subject to
 the provision for adjustment hereinafter set forth, 200 times the "current
 per share market price" of the Common Stock on the date of mailing of the
 notice of redemption, together with unpaid accumulated dividends to the
 date of such redemption. In the event this Company shall at any time after
 the Rights Declaration Date (i) declare any dividend on Common Stock
 payable in shares of Common Stock, (ii) subdivide the outstanding Common
 Stock or (iii) combine the outstanding Common Stock into a smaller number
 of shares, then in each such case the amount to which holders of shares of
 Series C Voting Preference Stock were otherwise entitled immediately prior
 to such event under the preceding sentence shall be adjusted by multiplying
 such amount by a fraction the numerator of which is the number of shares of
 Common Stock outstanding immediately after such event and the denominator
 of which is the number of shares of Common Stock that were outstanding
 immediately prior to such event. The "current per share market price'' on
 any date shall be deemed to be the average of the closing price per share
 of such Common Stock for the 10 consecutive "trading days" (as such term is
 hereinafter defined) immediately prior to such date. The closing price for
 each day shall be the last sale price, regular way, or, in case no such
 sale takes place on such day, the average of the closing bid and asked
 prices, regular way, in either case as reported in the principal
 consolidated transaction reporting system with respect to securities listed
 or admitted to trading on the New York Stock Exchange or, if the Common
 Stock is not listed or admitted to trading on the New York Stock Exchange,
 as reported in the principal consolidated transaction reporting system with
 respect to securities listed or admitted to trading on the principal
 national securities exchange on which the Common Stock is listed or
 admitted to trading or, if the Common Stock is not listed or admitted to
 trading on any national securities exchange, the last quoted price or, if
 not so quoted the average of the high bid and low asked prices in the
 over-the-counter market, as reported by the National Association of
 Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such
 other system then in use or, if on any such date the Common Stock is not
 quoted by any such organization, the average of the closing bid and asked
 prices as furnished by a professional market maker making a market in the
 Common Stock selected by the Board of Directors of the Company. If on such
 date no such market maker is making a market in the Common Stock, the fair
 value of the Common Stock on such date as determined in good faith by the
 Board of Directors of the Company shall be used. The term "trading day"
 shall mean a day on which the principal national securities exchange on
 which the Common Stock is listed or admitted to trading is open for the
 transaction of business or, if the Common Stock is not listed or admitted
 to trading on any national securities exchange, a Monday, Tuesday,
 Wednesday, Thursday or Friday on which banking institutions in the State of
 New York are not authorized or obligated by law or executive order to
 close. 
 
     4. So long as any shares of the Series C Voting Preference Stock are
 outstanding, shares of the Series C Voting Preference Stock which are
 purchased, redeemed or otherwise acquired by the Company shall not be
 reissued, or otherwise disposed of, as shares of Series C Voting Preference
 Stock.
  
     5. Other than as set forth above, the Series C Voting Preference
 Stock shall not have any conversion or exchange rights. 
 
     6. The Series C Voting Preference Stock shall have no voting rights
 other than the voting rights set forth in the Restated Articles of
 Incorporation of the Company or as otherwise provided by Texas law. 
 
     "RESOLVED, That the Chairman and President or any Vice President
 together with the Secretary or any Assistant Secretary, be and hereby they
 are authorized and directed to prepare, execute and deliver to the
 Secretary of State of Texas for filing all certificates or other documents
 as may be required under the laws of the State of Texas in order to give
 effect to the foregoing resolution." 
 
                         ARTICLE SEVEN
 
     The power to alter, amend or repeal the By-Laws or to adopt new
 By-Laws shall be vested in the Board of Directors; provided, however, that
 any By-Law or Amendment thereto as adopted by the Board of Directors may be
 altered, amended or repealed by vote of the shareholders entitled to vote
 for the election of Directors or a new By-Law in lieu thereof may be
 adopted by vote of such shareholders. No By-Law which has been altered,
 amended or adopted by such a vote of the shareholders may be altered,
 amended or repealed by vote of the Directors until two years shall have
 expired since such action by vote of such shareholders. 
 
     WITNESS THE EXECUTION HEREOF on this 8th day of November, 1987. 
 
                                   ENSERCH Corporation
 
 
 
                                   By:  /s/ W. C. McCord
                                        W. C. McCord
                                        Chairman and President
 
<PAGE>
<PAGE>
           ARTICLES OF AMENDMENT BY THE SHAREHOLDERS
          TO THE RESTATED ARTICLES OF INCORPORATION OF
                      ENSERCH CORPORATION
 
 
     Pursuant to the provisions of Article 4.04 of the Texas Business
 Corporation Act, the undersigned corporation adopts the following Articles
 of Amendment to its Restated Articles of Incorporation:
 
     ARTICLE ONE. The name of the Corporation is ENSERCH Corporation. 
 
     ARTICLE TWO. The following amendment to the Restated Articles of
 Incorporation was adopted by the Shareholders of the Corporation on May 10,
 1988:
 
     The Restated Articles of Incorporation of the Corporation are amended
 by adding a new ARTICLE EIGHT as follows:
 
                         ARTICLE EIGHT
 
          No director of this Corporation shall be liable to this
      Corporation or its shareholders for monetary damages for an act
      or omission in such director's capacity as a director of this
      Corporation, except this ARTICLE EIGHT does not eliminate or
      limit the liability of a director of this Corporation for (1) a
      breach of the director's duty of loyalty to this Corporation or
      its shareholders, (2) an act or omission not in good faith or
      that involves intentional misconduct or a knowing violation of
      the law, (3) a transaction from which the director received an
      improper benefit, whether or not the benefit resulted from an
      action taken within the scope of the director's office, (4) an
      act or omission for which the liability of the director is
      expressly provided for by statute, or (5) an act related to an
      unlawful stock repurchase or payment of a dividend. 
 
     ARTICLE THREE. The designation and number of outstanding shares of
 each class entitled to vote thereon as a class were as follows:
 
               CLASS               NUMBER OF SHARES
 
               Common Stock          57,602,674
 
     ARTICLE FOUR. The number of shares of each class voted for and
 against such amendment, respectively, was:
 
                  CLASS          NUMBER OF SHARES VOTED
                                  For            Against
 
               Common Stock   42,753,448          5,721,265
 
 
 
                                   ENSERCH Corporation
 
 
 Dated: May 10, 1988                    By   /s/ W. C. McCord
                                        W. C. McCord
                                        Its Chairman and 
                                         President
<PAGE>
<PAGE>
                    ASSUMED NAME CERTIFICATE
           FOR AN INCORPORATED BUSINESS OR PROFESSION
 
 
 To The Secretary of State of the State of Texas:
 
     WHEREAS, ENSERCH Corporation is a business corporation incorporated
 under the laws of the State of Texas and Lone Star Gas Company has been
 designated by such corporation as a division thereof; and 
 
     WHEREAS, the Business and Commerce Code of the State of Texas
 requires that any corporation which regularly conducts business or renders
 professional services in such state under an assumed name file in the
 office of the Secretary of State an Assumed Name Certificate; and 
 
     WHEREAS, the name Lone Star Gas Company is an assumed name under
 which ENSERCH Corporation conducts business within the State of Texas. 
 
     NOW, THEREFORE, pursuant to Section 36.11 of the Texas Assumed
 Business or Professional Name Act, the undersigned hereby files this
 Assumed Name Certificate and states the following: 
 
     1.   The assumed name under which the business service is conducted
           is LONE STAR GAS COMPANY. 
 
     2.   The name of the incorporated business as stated in its Articles
           of Incorporation is ENSERCH Corporation. 
 
     3.   The state jurisdiction under the laws of which the aforesaid
           corporation, was incorporated in Texas, and the address of its
           registered or similar office in that jurisdiction is 300 South
           St. Paul Street, Dallas. Texas. 75201. 
 
     4.   The period, not to exceed ten years, during which the assumed
           name will be used is ten years. 
 
     5.   The corporation is a business corporation.  
 
     6.   The corporation is required to maintain a registered office in
           Texas, the address of the registered office is 300 South St.
           Paul Street, Dallas, Texas 75201, and the name of its
           Registered Agent at such address is Michael G. Fortado. The
           address of the principal office is the same as the registered
           office. 
 
     7.   Business services are being conducted under such assumed name
           in ALL counties within the state.
 
 
 
                              /s/ R. B. Williams
                              R. B. Williams
                              Vice President
 
 
 STATE OF TEXAS    )
                   )
 COUNTY OF DALLAS  )
 
     Before me on this 24th day of January, 1989, personally appeared 
 R.B. Williams and acknowledged to me that he executed the foregoing
 certificate for the purposes therein expressed.
 
 
 
                              /s/ Jean H. Luttrell
                              Jean H. Luttrell
                              Notary Public for the
                              State of Texas
<PAGE>
<PAGE>
                    STATEMENT OF RESOLUTION
                          ESTABLISHING
      ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES F
           (LIQUIDATION PREFERENCE $1,000 PER SHARE)
                     OF ENSERCH CORPORATION
 
 
 To the Secretary of State
     of the State of Texas
 
     Pursuant to the provisions of Article 2.13 of the Texas Business
 Corporation Act, the undersigned corporation submits the following
 statement for the purpose of establishing and designating the Adjustable
 Rate Cumulative Preferred Stock, Series F (liquidation preference $1,000
 per share) of its preferred stock and fixing and determining the relative
 rights and preferences thereof:
 
     1.   The name of the corporation is ENSERCH Corporation.
 
     2.   The following resolution, establishing and designating the
 Adjustable Rate Cumulative Preferred Stock, Series F, and fixing and
 determining the relative rights and preferences thereof, was duly adopted
 by the Corporate Securities Committee of the Board of Directors of the
 Corporation on April 8, 1994:
 
          "RESOLVED, That pursuant to the authority conferred upon
      the Corporate Securities Committee by the Board of Directors of
      this Company acting pursuant to Article Six of the Restated
      Articles of Incorporation of this Company and the Company's
      Bylaws, a new series of Preferred Stock of the Company is
      hereby created which shall consist of  Seventy-Five Thousand
      (75,000) shares of no par value (stated value of $1,000 per
      share), which shall be designated and known as 'Adjustable Rate
      Cumulative Preferred Stock, Series F (liquidation preference
      $1,000 per share)' (herein called 'Adjustable Rate Preferred
      Stock'), and that in addition to the preferences, rights,
      voting powers and the restrictions or qualifications of all
      shares of Preferred Stock, regardless of series, described and
      expressed in the Restated Articles of Incorporation of the
      Company, the Corporate Securities Committee of the Board of
      Directors hereby declares that the shares of the Adjustable
      Rate Preferred Stock shall have the terms, conditions, rights
      and preferences, as follows:
 
     1.   Dividend Rate
 
          (a) Dividend rates on the shares of Adjustable Rate
      Preferred Stock shall be (i) for the period (the 'Initial
      Dividend Period') from the date of their original issue to and
      including July 31, 1994, at a rate per annum of the then stated
      value thereof equal to 6.375%, and (ii) for each quarterly
      dividend period (hereinafter referred to as a 'Quarterly
      Dividend Period'; and the Initial Dividend Period or any
      Quarterly Dividend Period being hereinafter individually
      referred to as a 'Dividend Period' and collectively referred to
      as 'Dividend Periods') thereafter, which quarterly dividend
      periods shall commence on February 1, May 1, August 1 and
      November 1 in each year and shall end on and include the day
      next preceding the first day of the next quarterly dividend
      period, at a rate per annum of the Stated Value thereof equal
      to the Applicable Rate (as hereinafter defined) in respect of
      such quarterly dividend period; provided, however, that the
      dividend rate per annum on the shares of Adjustable Rate
      Preferred Stock for any Quarterly Dividend Period shall in no
      event be less than 4.50% per annum or greater than 10.50% per
      annum. Such dividends shall be cumulative from the date of
      original issue of such shares. The amount of dividends payable
      for the Initial Dividend Period or any period shorter than a
      full Quarterly Dividend Period shall be computed on the basis
      of 30-day months and a 360-day year.
 
          (b) The 'Applicable Rate' for any Quarterly Dividend
      Period shall be the highest of the Treasury Bill Rate, the Ten
      Year Constant Maturity Rate and the Thirty Year Constant
      Maturity Rate (each as hereinafter defined) for such Dividend
      Period, multiplied by 87%.  In the event that the Company
      determines in good faith that for any reason one or more of
      such rates cannot be determined for any Quarterly Dividend
      Period, then the Applicable Rate for such Dividend Period shall
      be the higher of whichever of such rates can be so determined,
      multiplied by 87%.  In the event that the Company determines in
      good faith that none of such rates can be determined for any
      Quarterly Dividend Period, then the Applicable Rate in effect
      for the preceding Dividend Period shall be continued for such
      Dividend Period.
 
     (i)  Except as provided below in this paragraph, the 'Treasury
      Bill Rate' for each Quarterly Dividend Period will be the
      arithmetic average of the two most recent weekly per annum
      market discount rates (or the one weekly per annum market
      discount rate, if only one such rate shall be published during
      the relevant Calendar Period, as defined below) for three-month
      U.S. Treasury bills, as published weekly by the Federal Reserve
      Board during the Calendar Period immediately prior to the last
      ten calendar days of January, April, July or October, as the
      case may be, prior to the Quarterly Dividend Period for which
      the dividend rate on the Adjustable Rate Preferred Stock is
      being determined. In the event that the Federal Reserve Board
      does not publish such a weekly per annum market discount rate
      during any such Calendar Period, then the Treasury Bill Rate
      for the related Dividend Period shall be the arithmetic average
      of the two most recent weekly per annum market discount rates
      (or the one weekly per annum market discount rate, if only one
      such rate shall be published during the relevant Calendar
      Period) for three-month U.S. Treasury bills, as published
      weekly during such Calendar Period by any Federal Reserve Bank
      or by any U.S. Government department or agency selected by the
      Company. In the event that a per annum market discount rate for
      three-month U.S. Treasury bills shall not be published by the
      Federal Reserve Board or by any Federal Reserve Bank or by any
      U.S. Government department or agency during such Calendar
      Period, then the Treasury Bill Rate for such Dividend Period
      shall be the arithmetic average of the two most recent weekly
      per annum market discount rates (or the one weekly per annum
      market discount rate, if only one such rate shall be published
      during the relevant Calendar Period) for all of the U.S.
      Treasury bills then having maturities of not less than 80 nor
      more than 100 days, as published during such Calendar Period by
      the Federal Reserve Board or, if the Federal Reserve Board
      shall not publish such rates, by any Federal Reserve Bank or by
      any U.S. Government department or agency selected by the
      Company. In the event that the Company determines in good faith
      that for any reason no such U.S. Treasury bill rates are
      published as provided above during such Calendar Period, then
      the Treasury Bill Rate for such Dividend Period shall be the
      arithmetic average of the per annum market discount rates based
      upon the closing bids during such Calendar Period for each of
      the issues of marketable non-interest bearing U.S. Treasury
      securities with a maturity of not less than 80 nor more than
      100 days from the date of each such quotation, as quoted daily
      for each business day in New York City (or less frequently if
      daily quotations shall not be generally available) to the
      Company by at least three recognized U.S. Government securities
      dealers selected by the Company. In the event that the Company
      determines in good faith that for any reason the Company cannot
      determine the Treasury Bill Rate for any Quarterly Dividend
      Period as provided above in this paragraph, the Treasury Bill
      Rate for such Dividend Period shall be the arithmetic average
      of the per annum market discount rates based upon the closing
      bids during the related Calendar Period for each of the issues
      of marketable interest-bearing U.S. Treasury securities with a
      maturity of not less than 80 nor more than 100 days from the
      date of each such quotation, as quoted daily for each business
      day in New York City (or less frequently if daily quotations
      shall not be generally available) to the Company by at least
      three recognized U.S. Government securities dealers selected by
      the Company.
 
     (ii) Except as provided below in this paragraph, the 'Ten Year
      Constant Maturity Rate' for each Quarterly Dividend Period
      shall be the arithmetic average of the two most recent weekly
      per annum Ten Year Average Yields (or the one weekly per annum
      Ten Year Average Yield, if only one such Yield shall be
      published during the relevant Calendar Period as provided
      below), as published weekly by the Federal Reserve Board during
      the Calendar Period immediately prior to the last ten calendar
      days of January, April, July or October, as the case may be,
      prior to the Quarterly Dividend Period for which the dividend
      rate on the Adjustable Rate Preferred Stock is being
      determined. In the event that the Federal Reserve Board does
      not publish such a weekly per annum Ten Year Average Yield
      during such Calendar Period, then the Ten Year Constant
      Maturity Rate for such Dividend Period shall be the arithmetic
      average of the two most recent weekly per annum Ten Year
      Average Yields (or the one weekly per annum Ten Year Average
      Yield, if only one such Yield shall be published during such
      Calendar Period), as published weekly during such Calendar
      Period by any Federal Reserve Bank or by any U.S. Government
      department or agency selected by the Company. In the event that
      a per annum Ten Year Average Yield shall not be published by
      the Federal Reserve Board or by any Federal Reserve Bank or by
      any U.S. Government department or agency during such Calendar
      Period, then the Ten Year Constant Maturity Rate for such
      Dividend Period shall be the arithmetic average of the two most
      recent weekly per annum average yields to maturity (or the one
      weekly average yield to maturity, if only one such yield shall
      be published during such Calendar Period) for all of the
      actively traded marketable U.S. Treasury fixed interest rate
      securities (other than Special Securities, as defined below)
      then having maturities of not less than eight nor more than
      twelve years, as published during such Calendar Period by the
      Federal Reserve Board or, if the Federal Reserve Board shall
      not publish such yields, by any Federal Reserve Bank or by any
      U.S. Government department or agency selected by the Company. 
      In the event that the Company determines in good faith that for
      any reason the Company cannot determine the Ten Year Constant
      Maturity Rate for any Quarterly Dividend Period as provided
      above in this paragraph, then the Ten Year Constant Maturity
      Rate for such Dividend Period shall be the arithmetic average
      of the per annum average yields to maturity based upon the
      closing bids during such Calendar Period for each of the issues
      of actively traded marketable U.S. Treasury fixed interest rate
      securities (other than Special Securities) with a final
      maturity date not less than eight nor more than twelve years
      from the date of each such quotation, as quoted daily for each
      business day in New York City (or less frequently if daily
      quotations shall not be generally available) to the Company by
      at least three recognized U.S. Government securities dealers
      selected by the Company.
 
     (iii)     Except as provided below in this paragraph, the 'Thirty
      Year Constant Maturity Rate' for each Quarterly Dividend Period
      shall be the arithmetic average of the two most recent weekly
      per annum Thirty Year Average Yields (or the one weekly per
      annum Thirty Year Average Yield, if only one such Yield shall
      be published during the relevant Calendar Period), as published
      weekly by the Federal Reserve Board during the Calendar Period
      immediately prior to the last ten calendar days of January,
      April, July or October, as the case may be, prior to the
      Quarterly Dividend Period for which the dividend rate on the
      Adjustable Rate Preferred Stock is being determined. In the
      event that the Federal Reserve Board does not publish such a
      weekly per annum Thirty Year Average Yield during such Calendar
      Period, then the Thirty Year Constant Maturity Rate for such
      Dividend Period shall be the arithmetic average of the two most
      recent weekly per annum Thirty Year Average Yields (or the one
      weekly per annum Thirty Year Average Yield, if only one such
      Yield shall be published during such Calendar Period), as
      published weekly during such Calendar Period by any Federal
      Reserve Bank or by any U.S. Government department or agency
      selected by the Company.  In the event that a per annum Thirty
      Year Average Yield shall not be published by the Federal
      Reserve Board or by any Federal Reserve Bank or by any U.S.
      Government department or agency during such Calendar Period,
      then the Thirty Year Constant Maturity Rate for such Dividend
      Period shall be the arithmetic average of the two most recent
      weekly per annum average yields to maturity (or the one weekly
      average yield to maturity, if only one such yield shall be
      published during such Calendar Period) for all of the actively
      traded marketable U.S. Treasury fixed interest rate securities
      (other than Special Securities) then having maturities of not
      less than twenty-eight nor more than thirty years, as published
      during such Calendar Period by the Federal Reserve Board, or,
      if the Federal Reserve Board shall not publish such yields, by
      any Federal Reserve Bank or by any U.S. Government department
      or agency selected by the Company. In the event that per annum
      average yields to maturity for all of the actively traded
      marketable U.S. Treasury fixed interest rate securities (other
      than Special Securities) then having maturities of not less
      than twenty-eight nor more than thirty years shall not be
      published by the Federal Reserve Board or by any Federal
      Reserve Bank or by any U.S. Government department or agency
      during such Calendar Period, then the Thirty Year Constant
      Maturity Rate for such dividend period shall be determined in
      the manner specified in the preceding sentence based upon all
      of the actively traded marketable U.S. Treasury fixed interest
      rate securities (other than Special Securities) then having
      maturities of not less than twenty-five years or, in the
      absence of which, twenty years.  In the event that the Company
      determines in good faith that for any reason the Company cannot
      determine the Thirty Year Constant Maturity Rate for any
      Quarterly Dividend Period as provided above in this paragraph,
      then the Thirty Year Constant Maturity Rate for such Dividend
      Period shall be the arithmetic average of the per annum average
      yields to maturity based upon the closing bids during such
      Calendar Period for each of the issues of actively traded
      marketable U.S. Treasury fixed interest rate securities (other
      than Special Securities) with a final maturity date not less
      than twenty-eight nor more than thirty years (or, in the
      absence of which, having maturities of not less than twenty-five years 
      or, in the further absence of which, twenty years)
      from the date of each such quotation, as quoted daily for each
      business day in New York City (or less frequently if daily
      quotations shall not be generally available) to the Company by
      at least three recognized U.S. Government securities dealers
      selected by the Company.  
 
     (iv) The Treasury Bill Rate, the Ten Year Constant Maturity
      Rate and the Thirty Year Constant Maturity Rate shall each be
      rounded to the nearest one hundredth of a percentage point.
 
     (v)  The amount of dividends per share payable for each
      Quarterly Dividend Period shall be computed by dividing the
      dividend rate for such dividend period by four and applying
      such rate against the stated value per share of the Adjustable
      Rate Preferred Stock.
 
     (vi) The dividend rate with respect to each Quarterly Dividend
      Period will be calculated as promptly as practicable by the
      Company according to the appropriate method described herein.
      The mathematical accuracy of each such calculation will be
      confirmed in writing by independent accountants of recognized
      standing. After May 1, 1994, the Company will cause each
      dividend rate to be published in a newspaper of general
      circulation in New York City prior to the commencement of the
      new Quarterly Dividend Period to which it applies and will
      cause notice of such dividend rate to be enclosed with the
      dividend payment checks next mailed to the holders of the
      Adjustable Rate Preferred Stock.
 
     (vii)     As used herein, the term 'Calendar Period' means a period
      of fourteen calendar days; the term 'Special Securities' means
      securities which can, at the option of the holder, be
      surrendered at face value in payment of any Federal estate tax
      or which provide tax benefits to the holder and are  priced to
      reflect such tax benefits or which were originally issued at a
      deep or substantial discount; the term 'Ten Year Average Yield'
      means the average yield to maturity for actively traded
      marketable U.S. Treasury fixed interest rate securities
      (adjusted to constant maturities of ten years); and the term
      'Thirty Year Average Yield' means the average yield to maturity
      for actively traded marketable U.S. Treasury fixed interest
      rate securities (adjusted to constant maturities of thirty
      years).
 
          2.   Involuntary Liquidation. In the event of any
      involuntary liquidation, dissolution or winding up of the
      Company, the holders of the Adjustable Rate Preferred Stock
      shall be entitled to receive One Thousand Dollars ($1,000) for
      each share (which amount shall be deemed to be its stated value
      and liquidation preference on involuntary liquidation) plus
      accrued dividends to the date of distribution.
 
          3.   Voluntary Liquidation. In the event of any
      voluntary liquidation, dissolution or winding up of the
      Company, the holders of the Adjustable Rate Preferred Stock
      shall be entitled to receive One Thousand Dollars ($1,000) for
      each share  (which amount shall be deemed to be its stated
      value and liquidation preference  on voluntary liquidation)
      plus an amount equal to the accrued dividends thereon to the
      date of distribution.
 
          4.   Optional Redemption. The Adjustable Rate Preferred
      Stock may not be redeemed prior to May 1, 1999. Thereafter, the
      Company, at its option, may redeem all or any part of the
      Adjustable Rate Preferred Stock at any time on at least thirty
      days' notice in accordance with the provisions of Paragraph
      3,c,(i) of Division A of Article Six of the Restated Articles
      of Incorporation at  $1,000 per share together with any unpaid
      accumulated dividends to the date of such redemption.
 
          5.   So long as any shares of the Adjustable Rate
      Preferred Stock are outstanding, shares of the Adjustable Rate
      Preferred Stock which are purchased, redeemed or otherwise
      acquired by the Company shall not be reissued, or otherwise
      disposed of, as shares of Adjustable Rate Preferred Stock.
 
          6.   The Adjustable Rate Preferred Stock shall not have
      any conversion, exchange or sinking fund rights.
 
          7.   The Adjustable Rate Preferred Stock shall have no
      voting rights other than the voting rights set forth in the
      Restated Articles of Incorporation of the Company or as
      otherwise provided by Texas law."
 
          "RESOLVED, That the President or any Vice President
      together with the Secretary or any Assistant Secretary, be and
      hereby they are authorized and directed to prepare, execute and
      deliver to the Secretary of State of Texas for filing all
      certificates or other documents as may be required under the
      laws of the State of Texas in order to give effect to the
      foregoing resolutions."
 
     WITNESS THE EXECUTION HEREOF on this 8th day of April, 1994.
 
                              ENSERCH Corporation
 
 
 
                              By:  /s/ D. W. Biegler
                                   D. W. Biegler
                                   Chairman and President
 
<PAGE>
<PAGE>
                    ASSUMED NAME CERTIFICATE
           FOR AN INCORPORATED BUSINESS OR PROFESSION
 
 
 1.  The assumed name under which the business or professional service is
     to be conducted or rendered is Enserch Processing Company.
 
 2.  The name of the incorporated business or profession as stated in its
     Restated Articles of Incorporation is ENSERCH Corporation.
 
 3.  The state, country, or other jurisdiction under the laws of which it
     was incorporated or associated in Texas, and the address of its
     registered or similar office in that jurisdiction is c/o Corporate
     Secretary's Department, ENSERCH Center, 300 South St. Paul Street,
     Suite 850 E-C, Dallas, Texas 75201.
 
 4.  The period, not to exceed ten years, during which the assumed name
     will be used is January 18, 1995, to January 17, 2005.
 
 5.  The corporation is a business corporation.
 
 6.  The corporation is required to maintain a registered office in Texas. 
     The address of the registered office is c/o Corporate Secretary's
     Department, ENSERCH Center, Suite 850 E-C, Dallas, Texas 75201, and
     the name of its registered agent at such address is Michael G.
     Fortado.  The address of the principal office is 300 South St. Paul
     Street, Suite 850 E-C, Dallas, Texas 75201.
 
 7.  The county or counties where business or professional services are
     being or are to be conducted or rendered under such assumed name are
     all counties within the State.
 
 
 
                                   /s/ Robert L. Jay
                                   -----------------------------
                                   Assistant Corporate Secretary
 
 
     Before me on this 8th day of January, 1995, personally appeared
 Robert L. Jay, Assistant Corporate Secretary and acknowledged to me that he
 executed the foregoing certificate of the purposes therein expressed.
 
 
                                   /s/ Jo D. Wade
                                   ------------------------------
                                   Notary Public - Dallas County